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US$1.26 billion new equity for XPO Logistics

PRESS RELEASE

June 01, 2015: XPO Logistics, Inc. today announced that it has entered into definitive agreements with a group of global institutional investors to raise a total of US$1.26 billion of equity. The company will receive all of the net proceeds and will use them to fund its ongoing growth strategy.

The group includes Ontario Teachers' Pension Plan, GIC - Singapore's sovereign wealth fund - and Public Sector Pension Investment Board, which collectively made an initial investment of $700 million in the company in September 2014. These three global investors each increased their holdings in XPO with the new private placement and were joined by 12 institutional investors, including sovereign and university endowment funds.

The company intends to use the net proceeds, together with cash on hand and the debt financing announced this morning, to fund its pending purchase of Norbert Dentressangle SA and for other unspecified acquisitions. There are no selling shareholders.

The transaction, which is complete and scheduled to settle this week, provides for the sale of newly issued common stock and preferred stock to the investors at a price of US$45 per share of common stock on an as-converted basis. Upon approval by the company's shareholders, the preferred stock will be converted into common stock. The stock issuance represents 28 million shares, or approximately 21% of XPO's common stock on a fully diluted basis, assuming conversion of the preferred stock. Bradley Jacobs and Jacobs Private Equity, LLC intend to vote in favor of the stock issuance. Jacobs Private Equity, LLC will remain the company's largest shareholder.

Bradley Jacobs, chairman and chief executive officer of XPO Logistics, said, "We're delighted to deepen our relationships with several of our largest shareholders and also welcome new blue chip investors to XPO. We appreciate this endorsement of our growth strategy, which is still in its early innings."

In a separate announcement, the company announced it intends to issue US$2.0 billion U.S. dollar equivalent of senior notes. The Notes are expected to be issued in up to four tranches that may include U.S. dollar-denominated senior notes due in 2022, euro-denominated fixed rate senior notes due 2021, euro-denominated floating rate senior notes due in 2020, and pounds sterling-denominated senior notes due in 2020.

XPO intends to use the net proceeds from the offering, together with cash on hand and the proceeds from its separately announced private placement of US$1.26 billion of equity securities, to finance the purchase of Norbert Dentressangle SA and Bridge Terminal Transport Services, Inc., to repay certain existing indebtedness of Norbert Dentressangle SA and its subsidiaries, for other unspecified acquisitions, to pay related fees and expenses, and/or for working capital and other general corporate purposes.